Royal Gold Announces Acquisition of Additional Royalty Interests on the World-Class Cortez Gold Complex in Nevada and Outlines Simplified Approach to Describing Royal Gold’s Multiple Royalty Interests at Cortez

2023-01-05 05:11:52

DENVER / Jan 05, 2023 / Business Wire / Royal Gold, Inc. (NASDAQ: RGLD) (together with its subsidiaries, “Royal Gold” or the “Company,” “we” or “our”) announced today that its wholly owned subsidiary, RG Royalties, LLC, has acquired two portions of a gross smelter return royalty (the “Idaho Royalty”) that together cover a large area including the Cortez mine operational area and the entirety of the Fourmile development project in Nevada (the “Cortez Complex”) from certain holders who are successors in interest to Idaho Mining Corporation for cash consideration of $204.1 million. The area within the Cortez Complex is owned or controlled by Nevada Gold Mines LLC (“NGM”), a joint venture between Barrick Gold Corporation (“Barrick”) (61.5% owner and operator) and Newmont Corporation (“Newmont”) (38.5% owner), with the exception of the Fourmile development project which is 100% owned and operated by Barrick.

“With this transaction we have further consolidated our royalty position at the world-class Cortez Complex,” commented Bill Heissenbuttel, President and CEO of Royal Gold. “Cortez is a cornerstone asset for Royal Gold and this acquisition increases and expands our interest at one of the world’s most prolific gold mines, which is operated by two of the leading companies in the gold business. We have consistently worked to enhance and extend the average life of the Royal Gold portfolio and this transaction again demonstrates our successful execution of this long-term strategy.”

“The royalty covers areas similar to those covered by the Rio Tinto royalty that we acquired in August, 2022, with the important difference that the Idaho Royalty includes the existing Robertson deposits. We recognize that our royalty coverage of the Cortez Complex has grown to become more complicated, so as part of this announcement we are introducing a simplified approach to describing our multiple royalty interests across the Cortez Complex,” continued Mr. Heissenbuttel. “This simplification should highlight our exposure to Cortez and align our disclosure with that of NGM.”

Acquisition Highlights

  • Cash acquisition of life of mine gross royalty provides Royal Gold shareholders with immediate revenue and increased exposure to the Cortez Complex: The Idaho Royalty is currently generating revenue and covers a total area of approximately 630 square miles without stepdowns or caps. Using available liquidity sources to fund the acquisition provides Royal Gold shareholders with full exposure to exploration and production success without equity dilution.
  • Established world-class gold mining complex with district-scale and long-term growth potential: The Cortez Complex has been operating since 1969, has produced approximately 27 million ounces of gold to date, and has consistently replaced resources in excess of depletion. The Idaho Royalty covers a large area including the producing Crossroads, Pipeline and Cortez Hills mines, the Goldrush, Fourmile and Robertson development projects, and several exploration targets. Royal Gold expects further production and exploration potential at these mines, projects and targets to contribute revenue to the portfolio for decades.
  • Cortez is expected to be a top three revenue producer in the Royal Gold portfolio: The Cortez Complex is a Principal Property for Royal Gold and has provided total royalty revenue of over $400 million over a 27-year period from the first royalty payment in 1995 through September 30, 2022. Including this acquisition the Cortez Complex is expected to rank within the top three revenue producers in Royal Gold’s portfolio in 2023.
  • NGM is a joint venture between the world’s two largest gold mining companies, both of which have deep roots in Nevada: The NGM joint venture partners, Barrick and Newmont, have long and established operating histories in Nevada. NGM owns and operates processing facilities designed to process a wide range of ore types, and the NGM partners are the widely acknowledged global leaders in Carlin-type deposit geology.
  • Nevada is a low-risk and established mining jurisdiction: Nevada is one of the world’s most prolific gold mining jurisdictions and was third in the Fraser Institute’s ranking of top global mining jurisdictions in 2021.
  • Royal Gold’s knowledge of the Cortez Complex provided unique insights into the review of the future potential: Royal Gold has been involved in the Cortez Complex since 1987 and was a founding partner in the original Cortez Joint Venture. Several members of Royal Gold’s senior management and Board of Directors worked with NGM predecessor companies, including Placer Dome Inc. and Barrick, and have first-hand operating and project development experience at the Cortez mine.

Royalty Details

The details of the portions of the Idaho Royalty that comprise this acquisition are as follows:

  • 0.24% gross royalty rate covering areas including the Pipeline and Crossroads deposits; and,
  • 0.45% gross royalty rate covering areas including the Cortez Hills, Goldrush, Fourmile and Robertson deposits.

The Idaho Royalty is life of mine, is not subject to any stepdowns or caps, and there are no deductions applicable.

The economic effective date for the transaction is December 1, 2022, and all revenue derived from production from the areas covered by the Idaho Royalty after that date will be attributable to Royal Gold. Royal Gold expects to receive payment for the Idaho Royalty on a monthly basis, and the first revenue is expected to be recognized in the fourth quarter of 2022 with the first payment to be received in the first quarter of 2023. Royal Gold expects the Idaho Royalty to contribute approximately 4,000 ounces to Royal Gold’s account in 2023, increasing to over 5,000 ounces in 2028.

Information rights for the royalty are broad and include site visits and audit rights.

Applicable taxes on the royalty include 21% U.S. Federal income tax and the 5% Nevada Net Proceeds of Minerals Tax.

Transaction Details

Royal Gold paid cash consideration of $204.1 million to certain holders who are successors in interest to Idaho Mining Corporation. The cash consideration was sourced from available cash resources and a total draw of $200 million on the revolving credit facility.

After completion of this transaction and a $75 million repayment on the revolving credit facility on December 6, 2022, the revolving credit facility currently has an outstanding balance of $575 million and a remaining undrawn amount of $425 million. In keeping with Royal Gold’s capital allocation strategy, the Company expects to repay this outstanding debt from future cash flow, which is estimated to occur by the second half of 2024 at current metal prices and absent further acquisitions.

Background on Cortez, the Cortez Complex, and Nevada Gold Mines

Detailed background information on Cortez, the Cortex Complex and NGM was provided in the press release issued August 2, 2022 entitled “Royal Gold Announces Acquisition of Additional Royalty Interest on World-Class Producing Cortez Gold Complex in Nevada, Adding Significant Scale, Duration and Optionality to the Royal Gold Portfolio” (Press Release – August 2, 2022).

Simplified Description of Royal Gold’s Royalty Interests at the Cortez Complex

Royal Gold owns multiple royalty interests at the Cortez Complex that have been acquired over time. Table 1 below summarizes those royalty interests for each of the deposits at the Cortez Complex as of December 31, 2022, after the acquisition of the Idaho Royalty. To simplify the overlapping royalties that cover each of the deposits, Table 1 also provides approximate blended royalty rates.

For purposes of simplified disclosure, Royal Gold has divided its royalty interests at the Cortez Complex into two zones: the Legacy Zone and the Cortez Complex Zone (the “CC Zone”). The “Legacy Zone” is Royal Gold’s largest royalty exposure at the Cortez Complex, representing an equivalent 9.4% GSR royalty rate over the Pipeline and Crossroads deposits. The CC Zone includes an equivalent 1.6% GSR royalty over the Cortez Hills, Cortez Pits, Fourmile and Goldrush deposits, a 2.2% GSR royalty rate over the Goldrush SE deposit and a 0.45% GSR royalty rate over the Robertson deposit. The nomenclature in Table 1 will be used to describe Royal Gold’s royalty interests in the future.

NGM does not provide guidance or production results for the individual mines within the Cortez Complex, and each of the NGM partners provides consolidated guidance and results for their respective interests. Royal Gold has typically provided, and expects to continue to provide, annual guidance for the total gold production subject to the Legacy Zone royalty interest. This guidance includes overlapping contributions from the Pipeline and Crossroads deposits in certain areas and is not directly comparable to actual production from these deposits.

To provide perspective, if these new royalty interests had been held by the Company at the beginning of January 2022, Royal Gold would have had the same forecast 2022 gold production subject to the Legacy Zone royalty interest of 280,000 ounces but subject to a 9.4% GSR equivalent (instead of 8%), and in addition, would have had forecast 2022 gold production subject to the CC Zone royalty interest of 780,000 to 860,000 ounces, less production from the Pipeline and Crossroads deposits.




















Table 1 – Royal Gold Royalty Coverage at the Cortez Complex              
Mine/Deposit/Area Mine Type Ore Process   Simplified Royalty Rates   Detailed Royal Gold Royalty Coverage and Rates
 

Approximate

Blended

GSR Rate1

  Legacy Royalties2 Rio Tinto Royalty

Idaho

Royalty

   

Royalty

Applicable

Royalty Rate Royalty Rate Royalty Rate8
    Royalty Rate

Approximate

Blended Rate3

Producing Pipeline Open Pit

Heap leach, oxide mill, roaster,

autoclave

  Legacy Zone

9.4%

  GSR1, GSR 5% GSR4 8% GSR 1.2% GVR7 0.24% GSR
    GSR3 0.7125% GSR
    NVR1 4.91% NVR
Crossroads Open Pit Heap leach, oxide mill, roaster     GSR2 5% GSR4
    GSR3 0.7125% GSR
    NVR1C 4.52% NVR5
Cortez Hills Underground Oxide mill, roaster, autoclave   CC Zone

1.6%

    0.45% GSR
Cortez Pits Open Pit Oxide mill, heap leach, roaster    
Development Fourmile Underground Roaster, autoclave    
Goldrush Underground Roaster, autoclave    
Goldrush SE Underground Roaster, autoclave  

2.2%

  NVR2 1.0% NVR6  
Robertson Open Pit Oxide mill, heap leach  

0.45%

     


















Notes:
   

1

  Approximate equivalent royalty after blending the detailed royalty rates. Assumes total deduction to the Rio Tinto Royalty of 3% for the Legacy Royalties and the Idaho Royalty, and a 60% conversion from NVR to GSR rates.
   

2

  Legacy Royalties are those royalties held by Royal Gold prior to August 2, 2022, and consist of overlapping royalties on the Pipeline and Crossroads deposits, with additional royalties covering a portion of the Goldrush deposit and other exploration areas.
   

3

  The overlapping royalties in the Legacy Zone are equivalent to an approximate 8% GSR royalty on production subject to this interest of 280,000 ounces in 2022 and 332,000 ounces per year from 2022 through 2026.
   

4

  GSR1 and GSR2 are sliding-scale gross value royalties that vary from a rate of 0.4% at gold prices less than $210/oz to 5.0% at gold prices greater than $470/oz.
   

5

  A small portion of the Crossroads deposit has a royalty rate of 4.91%.
   

6

  NVR2 covers the south-east extension of the Goldrush Project on the Flying T Ranch.
   

7

  The Rio Tinto Royalty is a sliding-scale gross value royalty that varies from a rate of 0.0% at gold prices less than $400/oz to 3.0% at gold prices greater than $900/oz on 40% of the production from the undivided Cortez Complex, excluding the existing Robertson deposits. Deductions from the royalty payment are limited to third party royalties that existed prior to January 1, 2008, which include the Legacy Royalties and the Idaho Royalty. The Rio Tinto Royalty calculation is:
        1.2% x {[(gold produced from all areas excluding Robertson) x (gold price)] LESS
            [(gold produced from Pipeline and Crossroads) x (gold price) x (8% GSR approximate royalty rate) +
            (gold produced from Goldrush SE) x (gold price) x (1.4167% NVR) +
            (gold produced from Pipeline and Crossroads) x (gold price) x (0.689% GSR) +
            (gold produced from Cortez Hills, Cortez Pits, Goldrush, Fourmile and Robertson) x (gold price) x (1.2859% GSR)]}
        The total third-party royalty deduction for the Legacy Royalties and the Idaho Royalty can be approximated as 3% through 2032 and 1.4% thereafter.
   

8

  Idaho Royalty rates are rounded.

Corporate Profile

Royal Gold is a precious metals stream and royalty company engaged in the acquisition and management of precious metal streams, royalties and similar production-based interests. As of December 31, 2022, the Company owned interests on 186 properties on five continents, including interests on 40 producing mines and 20 development stage projects. Royal Gold is publicly traded on the Nasdaq Global Select Market under the symbol “RGLD.” The Company’s website is located at www.royalgold.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements are not guarantees of future performance, and actual results may differ materially from these statements. Forward-looking statements are often identified by words like “will,” “may,” “could,” “should,” “would,” “believe,” “estimate,” “expect,” “anticipate,” “plan,” “forecast,” “potential,” “intend,” “continue,” “project,” or negatives of these words or similar expressions. Forward-looking statements include, among others, statements about the benefits of the acquisition of the Royalty; further production and exploration potential at the mines, projects and targets in the Cortez Complex; Cortez being a top three revenue producer in our portfolio; our acquisition and capital allocation strategies; the amount and timing of receipt of royalty payments and recognition of revenue from the Idaho Royalty; repayment of outstanding debt from future cash flow by the second half of 2024 and related assumptions; use of nomenclature to describe Royal Gold’s royalty interests at the Cortez Complex; the approximate royalty rates at the Cortez Complex and related assumptions; and annual guidance for the total gold production subject to the Legacy Zone royalty interest.

Forward-looking statements are based on current expectations, estimates and assumptions that involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. The risks and uncertainties that could cause actual results to differ materially from those in forward looking statements include, without limitation, a lower-price environment for gold, silver, copper, nickel or other metals; operating activities or financial performance of the Cortez Complex, including inaccuracies in the operator’s disclosures, variations between actual and forecasted performance, the operator’s ability to complete projects on schedule and as planned, the operator’s changes to mine plans and reserves and resources, the operator’s liquidity needs, mining hazards, labor disputes, distribution and supply chain disruptions, permitting and licensing issues, contractual issues involving our royalty agreement, or operational disruptions due to public health crises; environmental risks, including those caused by climate change; potential cyber-attacks, including ransomware; adverse economic and market conditions; changes in laws or regulations; the risk that any announcement relating to the acquisition of the Royalty could have adverse effects on the market price of Royal Gold’s common stock; the risk of litigation related to the acquisition of the Royalty; the diversion of management time from ongoing business operations due to transaction-related issues; the volatility in commodity price for gold; competition, government actions; and other risks detailed in Royal Gold’s Annual Report on Form 10-KT for the six-month transition period ended December 31, 2021, available on its website at royalgold.com and on the Securities and Exchange Commission website at http://www.sec.gov. Other unpredictable or unknown factors not discussed in this release could also have material adverse effects on forward looking statements.

Forward-looking statements speak only as of the date on which they are made. We disclaim any obligation to update any forward-looking statements, except as required by law. Readers are cautioned not to put undue reliance on forward-looking statements.

Statement Regarding Third-Party Information

Certain disclosures herein relating to the Cortez Complex and the Royalty are based on information publicly disclosed by Barrick and NGM and information available in the public domain as at the date hereof. Royal Gold does not independently prepare or verify this information, does not have access to the property or sufficient data to do so, and refers the reader to the Barrick and NGM disclosures.


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